-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GAnGI0XGUGUVueHf4kqTVlgfyvY7/9RddPSwBC0LMD22biTfmUnMnzkyCKcjqMSn 0kajpnzzrWxnMv1c72+MjA== 0000891836-97-000558.txt : 19971119 0000891836-97-000558.hdr.sgml : 19971119 ACCESSION NUMBER: 0000891836-97-000558 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971118 SROS: NASD GROUP MEMBERS: OSTERREICHISCHE PHILIPS INDUSTRIE GMBH GROUP MEMBERS: PHILIPS BETEILIGUNGS GMBH GROUP MEMBERS: PHILIPS ELECTRONICS N V GROUP MEMBERS: PHILIPS ELECTRONICS N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46275 FILM NUMBER: 97723697 BUSINESS ADDRESS: STREET 1: BLK 514 CHAI CHEE LANE #04-13 STREET 2: BODEK INDUSTRIAL ESTATE REPUBLIC OF SING CITY: SINGAPORE 1646 STATE: U0 BUSINESS PHONE: 0654495255 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHILIPS ELECTRONICS N V CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: GROENEVOUDSEWEG 1 STREET 2: 5621 BA EINDHOVEN CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 0113140791111 MAIL ADDRESS: STREET 1: SULLIVAN & CROMWELL 125 BROAD ST STREET 2: C/O W LOEBER LANDAU CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Flextronics International Ltd. (Name of Issuer) Ordinary Shares (Title of Class of Securities) -------------------------------------------- Y2573F102 (CUSIP Number) Richard C. Morrissey Sullivan & Cromwell 9a Ironmonger Lane London EC2V 8EY England Telephone: 011-44-171-710-6500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: James Bartos Shearman & Sterling 199 Bishopsgate London EC2M 3TY, England Telephone: 001-44-171-920-9020 October 30, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) -2- - -------------------- CUSIP NO. - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philips Electronics N.V. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,098,000 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,098,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,098,000 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- -3- - -------------------- CUSIP NO. - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Osterreichische Philips Industrie GmbH - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Austria - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 831,125 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 831,125 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 831,125 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- -4- - -------------------- CUSIP NO. - -------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philips Beteiligungs GmbH - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Austria - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 266,875 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 266,875 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,875 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- -5 Item 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D relates is the Ordinary Shares, par value $0.01 per share (the "Securities"), of Flextronics International Ltd. (the "Issuer"), a Singapore corporation, with its principal executive offices located at 514 Chai Chee Lane #04-13, Bedok Industrial Estate, Singapore 469029. Item 2. Identity and Background. This statement is being filed by (i) Philips Electronics N.V., a company organized under the laws of The Netherlands ("PENV"), (ii) Osterreichische Philips Industrie GmbH, a company organized under the laws of Austria ("Philips I") and (iii) Philips Beteiligungs GmbH, a company organized under the laws of Austria ("Philips II") (collectively, the "Reporting Persons"). The address of the principal business and principal office of PENV is Groenewoudseweg, 5621 BA, Eindhoven, The Netherlands. The address of the principal business and principal office of Philips I and Philips II is Triester Strasse 64, P.O. Box 217, A-1101 Vienna, Austria. PENV acts as the holding company of the Philips group, of which Philips I and Philips II are a part. The Philips group is engaged primarily in the manufacture and distribution of electronic and electrical products, systems and equipment. Attached as Schedule I hereto and incorporated by reference herein is a list of the directors and executive officers of the Reporting Persons. Schedule I sets forth each of such persons' name, business address, present principal occupation or employment and citizenship, and the name, principal business and address of the corporation or other organization in which such employment is conducted. To the best knowledge of the Reporting Persons, no such person is the beneficial owner of any shares of Common Stock of the Issuer. During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the directors or executive officers of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar criminal misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. -6- Item 3. Source and Amount of Funds or Other Consideration. On October 19, 1997, the Issuer, Neutronics Electronic Industries Holding A.G. ("Target"), Philips I, Philips II, S.L. Hui and Walter Mayrhofer (Philips I, Philips II, Mr. Hui and Mr. Mayrhofer being the "Stockholders") entered into an Exchange Agreement (the "Exchange Agreement") pursuant to which the Stockholders agreed to exchange 1,472,000 of Target Ordinary Shares for 2,806,000 Issuer Ordinary Shares. The exchange was consummated on October 30, 1997, and Philips I acquired 831,125 Issuer Ordinary Shares in exchange for 436,000 Target Ordinary Shares and Philips II acquired 266,875 Issuer Ordinary Shares in exchange for 140,000 Target Ordinary Shares. Item 4. Purpose of Transaction. The Reporting Persons have acquired the Securities for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. The Reporting Persons from time to time intend to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire Ordinary Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Securities currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. As of the date of this statement, none of the Reporting Persons has any plans or proposals with respect to the Issuer that could relate to or could result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. The Reporting Persons beneficially own 1,098,000 of Issuer Ordinary Shares. As of October 30, 1997, such shares constitute approximately 5.8% of the issued and outstanding Ordinary Shares. By virtue of the fact that Philips I and Philips II are each wholly owned subsidiaries of PENV, PENV and Philips I may be deemed to share the voting and dispositive power over the 831,125 Ordinary Shares beneficially owned by -7- Philips I, and PENV and Philips II may be deemed to share the voting and dispositive power over the 266,875 Ordinary Shares beneficially owned by Philips II. No executive officer, director, controlling person or any executive officer or director of any corporation or other person ultimately in control of the Reporting Persons beneficially owns any shares of the Issuer. Except as described herein, no transaction in the Ordinary Shares of the Issuer has been effected within the last sixty days by any person mentioned in the above paragraph and no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to Section 11.3 of the Exchange Agreement and on the terms set forth therein, the Issuer agreed to register for resale the Issuer Ordinary Shares acquired by the Stockholders, including Philips I and Philips II, pursuant to the Exchange Agreement. Pursuant to Section 11.5 of the Exchange Agreement the Stockholders, including Philips I and Philips II, agreed not to sell, transfer or otherwise dispose of any Issuer Ordinary Shares unless such sale, transfer or disposition is made pursuant to an effective registration statement under the Securities Act of 1933 or in a transaction that, in the opinion of counsel reasonably acceptable to the Issuer, is exempt from registration thereunder. Pursuant to Section 11.6 of the Exchange Agreement and in order to preserve the Issuer's ability to account for the exchange as a pooling-of-interest, each Stockholder, including Philips I and Philips II, agreed not to sell any Issuer Ordinary Shares or otherwise engage in various transactions in or with respect to the Issuer Ordinary Shares or the Target Ordinary Shares until such time as results covering at least 30 days of combined operations of the Issuer and the Target have been published in the form of a quarterly earnings report, an effective registration statement filed with the Securities and Exchange Commission (the "Commission"), a report to the Commission on Form 10-K, 10-Q, or 8-K or any other public filing or announcement which includes such combined results. Item 7. Material to Be Filed as Exhibits. Exhibit Description 1 Joint Filing Agreement, dated November 17, 1997, between PENV, Philips I and Philips II. -8- 2 The Exchange Agreement is hereby incorporated herein by reference to Exhibit 2 to the Form 8-K filed by the Issuer and dated October 30, 1997, SEC File #: 000-23354. -9- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. November 7, 1997 Philips Electronics N.V. By: /s/ A. Westerlaken Name: A. Westerlaken Title: General Secretary Osterreichische Philips Industrie GmbH By: /s/ Dr. Michael Breitegger Name: Dr. Michael Breitegger Title: Chief Financial Officer By: /s/ Dr. Ernst Strebinger Name: Dr. Ernst Strebinger Title: Company Legal Secretary Philips Beteiligungs GmbH By: /s/ Dr. Michael Breitegger Name: Dr. Michael Breitegger Title: Chief Financial Officer By: /s/ Dr. Ernst Strebinger Name: Dr. Ernst Strebinger Title: Company Legal Secretary -10- Schedule I to Schedule 13D A. MEMBERS OF THE SUPERVISORY BOARD OF PHILIPS ELECTRONICS N.V. Unless otherwise indicated each person listed below is not employed, other than as a member of the Supervisory board, and thus no employer, employer's address or principal place of business of employer is listed. NAME: F.A. MALJERS Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands NAME: A. LEYSEN Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: Belgium NAME: W. HILGER Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: Germany NAME: L.C. VAN WACHEM Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands NAME: C.J. OORT Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands I-1 NAME: L. SCHWEITZER Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Chairman and Chief Executive Officer of La regie nationale des usines Renault Employer: La regie nationale des usines Renault Employer's Address: 34 Quai du Point du Jour BP 103 92109 Boulogne Bilancourt Cedex, France Principal Business of Employer: Design, manufacture and sale of automobiles and related businesses Citizenship: Swiss B. BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF PHILIPS ELECTRONICS N.V. Unless otherwise indicated, all of the members of the Board of Management and Group Management Committee are employed by Philips Electronics N.V. at Groenewoudseweg 1, 5621 BA Eindhoven, The Netherlands, whose principal business is the manufacture and distribution of electronic and electrical products, systems and equipment. NAME: C. BOONSTRA Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: President, Chairman of the Board of Management and the Group Management Committee Citizenship: The Netherlands NAME: D.G. EUSTACE Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Vice Chairman of the Board of Management and the Group Management Committee Citizenship: United Kingdom I-2 NAME: H. BODT Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Member of the Board of Management and the Group Management Committee Citizenship: The Netherlands NAME: W. DE KLEUVER Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Member of the Board of Management and the Group Management Committee Citizenship: The Netherlands NAME: J.H.M. HOMMEN Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice-President and member of the Board of Management and the Group Management Committee Citizenship: The Netherlands NAME: A.M. LEVY Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and President of Polygram N.V. Citizenship: France NAME: M.P. MOAKLEY Business Address: Philips Electronics North America Corporation 100 East 42nd Street New York, New York 10017, USA Principal Occupation: Chairman Board of Directors Philips Electronics North America Corporation and Philips Holding USA, Inc. Citizenship: U.S.A. I-3 NAME: D.J. DUNN Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Sound & Vision Division Citizenship: United Kingdom NAME: J. WHYBROW Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Lighting Division Citizenship: United Kingdom NAME: A.H.A. VEENHOF Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Domestic Appliances and Personal Care Division Citizenship: The Netherlands NAME: Y.C. LO Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Components Division Citizenship: Republic of China NAME: A.P.M. VAN DER POEL Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Semiconductors Division Citizenship: The Netherlands I-4 NAME: A. BAAN Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Business Electronics Division Citizenship: The Netherlands NAME: J.M. BARRELLA Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Medical Systems Division Citizenship: The Netherlands NAME: K. BULTHUIS Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Senior Managing Director of Corporate Research Citizenship: The Netherlands C. MEMBERS OF THE SUPERVISORY BOARD (AUFSICHTSRAT) OF OSTERREICHISCHE PHILIPS INDUSTRIE GMBH Unless otherwise indicated all persons listed below are members of the Supervisory Board (Aufsichtsrat) of Osterreichische Philips Industrie GmbH which is situated at A-11-1 Vienna/Austria, Triesterstrasse 64, whose principal business is the production and sale of electronics products, including indirectly through its holding of a number of operating companies or business units that are so engaged. NAME: DR. THEOBALD ETTEL Business Address: Kulm Residence Via Veglia 18 CH-7500 St. Moritz Switzerland Principal Occupation: Consultant Citizenship: Austria I-5 NAME: DR. GUNTER STUMMVOLL Business Address: Wirtschaftskammer Vienna Wiedner Hauptstrasse 63 A-1045 Vienna, Austria Principal Occupation: General Secretary of the Austrian Chamber of Commerce Citizenship: Austria NAME: DR. HANNES ANDROSCH Business Address: A.I.C. Androsch Int. Consulting Opernring 1/R/3 A-1010 Vienna, Austria Principal Occupation: Industrial Manager Citizenship: Austria D. DIRECTORS AND EXECUTIVE OFFICERS OF OSTERREICHISCHE PHILIPS INDUSTRIE GMBH AND PHILIPS BETEILIGUNGS GMBH Unless otherwise indicated, all of the executive officers of Osterreichische Philips Industrie GmbH and its subsidiary Philips Beteiligungs GmbH are employed by Osterreichische Philips Industrie GmbH at A-1101 Vienna/Austria, Triesterstrasse 64, whose principal business is production and sale of electronic products, including indirectly through its holding of a number of operating companies or business units that are so engaged. With respect to Philips Beteiligungs GmbH, the executive officers listed below also perform functions analogous to those of a board member. NAME: DR. WILLEM A. WIELENS Business Address: Osterreichische Philips Industrie GmbH and Philips Beteiligungs GmbH A-1101 Vienna, Austria, Triesterstrasse 64 Principal Occupation: CEO of Osterreichische Philips Industrie GmbH and Philips Beteiligungs GmbH Citizenship: The Netherlands I-6 NAME: DR. MICHAEL BREITEGGER Business Address: Osterreichische Philips Industrie GmbH and Philips Beteiligungs GmbH A-1101 Vienna, Austria, Triesterstrasse 64 Principal Occupation: CFO of Osterreichische Philips Industrie GmbH and Philips Beteiligungs GmbH Citizenship: Austria NAME: ING. HEINZ JERANKO Business Address: Osterreichische Philips Industrie GmbH and Philips Beteiligungs GmbH A-1101 Vienna, Austria, Triesterstrasse 64 Principal Occupation: Industrial Coordination Central Europe and Industrial Management Philips Austria Citizenship: Austria I-7 EXHIBIT INDEX Exhibit Description 1 Joint Filing Agreement, dated November 17, 1997, between PENV, Philips I and Philips II. 2 The Exchange Agreement is hereby incorporated herein by reference to Exhibit 2 to the Form 8-K filed by the Issuer and dated October 30, 1997, SEC File #: 000-23354. -1- EX-99.1 2 JOINT FILING AGREEMENT AS EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated November 7, 1997, (the "Schedule 13D"), with respect to the Ordinary Shares, par value $0.01 per share, of Flextronics International Ltd. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17th day of November, 1997. Philips Electronics N.V. By: /s/ A. Westerlaken Name: A. Westerlaken Title: General Secretary Osterreichische Philips Industrie GmbH By: /s/ Dr. Michael Breitegger Name: Dr. Michael Breitegger Title: Chief Financial Officer By: /s/ Dr. Ernst Strebinger Name: Dr. Ernst Strebinger Title: Company Legal Secretary -1- Philips Beteiligungs GmbH By: /s/ Dr. Michael Breitegger Name: Dr. Michael Breitegger Title: Chief Financial Officer By: /s/ Dr. Ernst Strebinger Name: Dr. Ernst Strebinger Title: Company Legal Secretary -2- -----END PRIVACY-ENHANCED MESSAGE-----